Invitation and Agenda for the Annual Ordinary General Meeting
The Board of Directors of Sohar Power Company SAOG (the “Company”) is pleased to invite all shareholders of the Company to attend the Annual Ordinary General Meeting of the Company (AGM) scheduled to be held on Sunday 29 March 2015 at 05:00 PM at Nizwa and Bahla Hall at Muscat Intercontinental Hotel in Muscat to discuss the following meeting agenda:
1. To consider and approve the report of the Board of Directors for the Company for the financial year ended 31 December 2014.
2. To consider and approve the Corporate Governance Report for the Company for the financial year ended 31 December 2014.
3. To consider the Auditor’s report and to approve the financial statements (Balance Sheet and Profit and Loss Account) in respect of the Company for the financial year ended 31 December 2014.
4. To notify the general meeting of the transactions concluded by the Company with related parties during the financial year ended 31 December 2014.
5. To consider and approve transactions that the Company will enter into with related parties during the financial year ending 31 December 2015.
6. To approve the Board of Directors’ recommendation to distribute final cash dividends of 9.4% (nine Baisa and four tenth of Baisa per share) for the financial year ended 31 Dec 2014.
7. To ratify the sitting fees paid to the Board of Directors for attending both the Board meetings and the Audit Committee meetings held during the financial year ended on 31 Dec 2014 and to determine the proposed fees payable for such meetings for the financial year ending on 31 Dec 2015.
8. To consider and approve Directors’ remuneration in the amount of RO 131,000 (Rial Omani One hundred and thirty one thousand) for the financial year ended 31 December 2014.
9.To appoint auditors for the Company for the year ending 31 December 2015 and to fix their remuneration
10. To elect a new Board of Directors for the Company of (12 members) twelve new members (a shareholder or a non-shareholder), in line with the Articles of Association of the Company.
(a) Any person wishing to be nominated to the board of directors of the Company is required to fill in directors nomination form designated for this purpose. Such form can be obtained from the Company, and
(b) The completed form should be delivered to the Company at least two working days prior to the date of the Annual Ordinary General Meeting of the Company (by the end of business hours on 24 March 2015). The Company will not accept any application received after this date.
(c) As per the Articles of Association of the Company, if the candidate is a shareholder, he/she must own a minimum of (1) share in the Company in the AGM date.
11.To approve for members of the Board of Directors to participate in the management of another company conducting competitive business to the business of the Company.
In accordance with the Articles of Association of the Company, each shareholder has the right to appoint in writing a proxy to another person who need not be a shareholder to attend the meeting and vote on his/her behalf at the AGM/EGM.
The proxy for attendance and voting in the AGM must be on the proxy format attached to the invitation.
If the principal is a natural person, he/she should attach, if an adult, a copy of his/her ID Card. Women and children should attach a copy of their passport if they do not hold an ID card. Non-Omanis shall attach a copy of their Residency Card or copy of their passport.
If the principal is a juristic party, the proxy format must be signed by an authorized signatory and sealed with the company’s official seal. Copy of the commercial register documents and the authorized signatory list of the juristic party must be attached with the proxy.
To prevent delay in starting the meeting, shareholders are requested to arrive about half an hour before the scheduled meeting time.